


Hydra Falling

by Infernal_panda



Category: Marvel Cinematic Universe, The Avengers (Marvel Movies)
Genre: Angst, Dubious Science, Eventual Happy Ending, Eventual Romance, Fluff and Angst, Grieving Peter Parker, Hurt/Comfort, Hydra (Marvel), Hydra Steve Rogers, Hydra Tony Stark, Hydra is Only Sort of Hydra, Multiverse, Post-Endgame, Protective Steve Rogers, Romance, Slow Build, Slow Burn
Language: English
Status: In-Progress
Published: 2021-03-14
Updated: 2021-03-14
Packaged: 2021-03-22 04:54:02
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 12,691
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/30033339
Author URL: https://archiveofourown.org/users/Infernal_panda/pseuds/Infernal_panda
Summary: When Tony and Bruce manage to crack the secrets of the multiverse, Steve Rogers-of the universe named Earth-Ultimate-is sent through the portal to figure out why Earth-158’s world flourished when so many others had failed. By chance, he meets Peter Parker, who is one major inconsistency between the two world’s timelines, and Steve finds himself intrigued with Peter’s apparent familiarity with Captain America.The more Steve learns about Peter, the more he is certain the man in the mask is exactly what they need. He isn’t sure how Peter will feel about that, though. In his experience, people from this universe were pretty aversive to Hydra. He can only hope he is able to convince Peter that they aren’t what they appear before he puts Steve’s loyalties together on his own.*****OR: Steve is from a universe where a less-terrible Hydra is control. He finds a Post-Endgame Peter and wants him on their team. Lots of heart breaking grieving and sweet, tooth-rotting fluff wrapped in a whole lot of plot!!
Relationships: James "Bucky" Barnes/Natasha Romanov, Peter Parker/Steve Rogers
Comments: 10
Kudos: 18





	Hydra Falling

**Author's Note:**

  * For [Lurafita](https://archiveofourown.org/users/Lurafita/gifts), [stevelovespeter](https://archiveofourown.org/users/stevelovespeter/gifts).



> In May 10 of 2020, I read an amazing fic by Lurafita called “Facts.” I was enamored. I usually don’t read stories shorter than 40k, but I was so glad I’d stumbled upon it. I was even more impressed when, at the end, they wrote about their views on the complex feelings around gaining inspiration from other’s work and building upon it. My favorite part was, “Point of the matter is: I write what I want to read. Which, to me, translates that I want others to get inspiration from my stories...[People taking inspiration from what (I) like] would afford me with a variety of stories to read that I would like to enjoy.”
> 
> And find inspiration I did. It wasn’t until SteveLovesPeter-a frequent commenter on While There’s Still Something Left and all around wonderful person-urged me to start another Steve/Peter fic that I finally decided to start writing something I’d been putting off for almost a whole year. 
> 
> SteveLovesPeter also helped me edit this and was super helpful in pointing out what points needed clarification. I do hope you guys enjoy this and I’d love to hear your thoughts! Until then, Stay Safe and Happy Reading! 💕✨

  
Almost two years ago, Tony and Bruce called a meeting to propose exploring the concept of multiverses. Steve didn't expect much to come of it. If he was being honest, it seemed like a waste of time and resources. Tony and Bruce were both extraordinary in their fields, but the multiverse theory seemed to exist only in the realm of science fiction.

Only six months later, they requested the funds to build a portal. They had already done a lot of the initial research and calculations, but most of it was so far out of Steve's grasp of science he could only nod along. At the end of their presentation, they got the go ahead with a near unanimous vote and Steve couldn't even bring himself to argue this time. After all their hard work, they deserved the chance to see their work through to the end. The two scientists didn't even bother to eat their celebratory dinner, going straight from the presentation room to the lab.

There were plenty of failures in the beginning. At one point they had to completely gut the invention room and replace it with new equipment because the prototype had incinerated everything within its vicinity.

After a while though, they started seeing progress. Each test was getting better. The portals lasted longer. The connections were stronger. Everything was coming together and it was only a matter of time before they cracked it.

Everyone was there when they finally managed to tap into what they called the Veil-the dimensional membrane that separated the multiverses from one another. Unfortunately, as soon as they pierced through, the entirety of their systems were overloaded with an unprecedented amount of information. The result was a city wide black out and watching all of their progress go up in flames. Literally. Dum-E had a field day.

Taking the failure with a grain of salt, Tony and Bruce spent the next few months rebuilding the portal and creating a program that could not only catalogue the infinite possibilities, but filter through and guide them to specific Earth variations.

The Categorizing and Housing Apparatus for Otherworldly Systems-otherwise known as CHAOS-was able to show them any universe they wanted. However, because of the literal limitlessness of possibilities, they tended to focus primarily on universes that varied with their own only by a small margin.

Their world, which they called World-Ultimate, shared similarities with over 4,000 others. After months of sifting, though, only one of them piqued Hydra's interest: Earth-158.

Scouting E-158 may have started out as a job-one that Steve had no desire to do at the time-but Steve knew the moment he stepped through the portal for the first time that he would return.

It was funny to think how certain Steve had been that he was ready for anything. He was briefed about Earth-158 for months before the portal was even finished. The first tests they performed with it were used to gain information about Earth-158's current government and the lives of its inhabitants. They learned their mannerisms and culture, studied their values and belief systems, but even after all of that, Steve quickly found that he was not nearly as prepared to cross over as he thought.

Stepping in through the portal for the first time was like being sucked into an abstract painting of his own world. So many things were familiar, but just as many were not. Scenery and skylines were skewed or unique in subtle ways that made it almost impossible not to rethink everything he knew. He would often lie awake at night, playing over all the infinite changes that had sprouted up because of a variable as simple as free choice.

It was a lot to absorb at once, but that's why the job was perfect for him. Steve, more than almost anyone, was used to extreme change. He knew how it worked, washing over him like an icy wave. He either had to move with the current or let it suck him under.

Steve couldn't wait to go back.

Years were spent searching for a way to unite the collective powers of Earth-Ultimate. They already had control of the former UN and were in the process of implementing laws and regulations to aid their cause. There were people fighting back, though; people too afraid to give in to the promises of the future. The people needed something to unite them with the nonbelievers, and now, thanks to Tony and Bruce, they were finally on the right track.

The lab door shut behind Steve with a hiss.

Bruce perked at Tony's entrance and they gave each other a small nod of acknowledgement before Bruce got back to work finalizing the changes on Steve's device. Beakers and flasks lined the table, some full with liquid, others not, but all of them organized and strategically placed. Cleanliness was next to godliness, after all.

Steve didn't react to the noise, though. He was already going through the list of things he was going to need to do in his head. They were little things, mostly, but it was important to have everything planned out. Then he would be able to make a plan B. It was probably not necessary to plan so much, but the most dangerous thing Steve could do was feel comfortable, especially when he wouldn't have his team to back him up if things got hairy. Getting comfortable is what got people killed.

He almost wished he could take his shield, but if anything would draw attention to him, it would be that.

"Strapped in yet? Or are you lost in La La Land again?" Tony asked from behind him. He was not even looking up, too busy tapping on his StarkPad screen, rechecking over everything.

"Sorry." Steve quickly fastened the last buckle on his vest, pulling it tight. He thought that the Vibranium Kevlar was bordering on excessive considering who he was and where he was going, but he knew better than to argue. It was protocol. "I'm ready now. Where's Buck?"

Tony shrugged with one shoulder and tossed him the wadded up shirt containing his hat, glasses, and wallet. "He's in the briefing room with Nat and Welks. Asshat really has his head stuck up there good today, if Bucky's face was anything to go by." He let out a low whistle. "I do not envy them."

Steve gave him a knowing smirk and pulled the shirt over his head.

Welks was a jerk to say the least. Nobody really even knew why he was there other than to "keep them in line" but considering it was all just a show to placate some of the concerned lower level agents, Steve didn't see the point in any of it.

They were the Elite. The enforcers. The protectors. The figure heads. None of what Hydra planned for the future would work without their cooperation, which left the team free to do as they pleased as long as it helped further their agenda.

It didn't make sense why the High Council was worried about the feelings of simple henchmen. Insecurities and weakness had no place in Hydra. Feeding into their fears would only worsen the problem. If this is what the Supreme wanted, though, he could play along. To an extent, anyway.

Bruce slid a small green vial into the access panel on the back of the device and clicked it shut.

"Make sure you get Banner-158's research papers," Bruce said, handing over the seemingly innocuous watch. "Just plug the end into your computer and it should give you direct access to everything that belonged to SHIELD."

Steve gave him a curt nod as he pulled on his backpack. "I'll double check. No worries."

"I'm sure you'll do great. You always do," Bruce said reassuringly, sitting back down at his desk. He squinted at something on the screen before popping his head back up. "Tones? You ready? We are good on my end."

"Way ahead of you, Brucie Bear." Tony was already in his place at the control panel, lit transparent screens surrounding him on three sides. He swiped through the various files on the center screen until he landed on E-158. "Just waiting on you. All set, Capcicle?"

Steve straightened his cap and nodded. "Ready."

Tony flipped a few switches, his eyes flitting up to the screen to watch for any abnormalities, and the portal sparked to life. It was breathtaking. A familiar gush of power emanated from it, pulsing in a way that made it seem almost lifelike. It's deep green hue blanketed the room in hazy light and the smell of tar and staleness poured into the air.

Steve checked everything one last time and stepped up onto the platform.

"Forgetting something?" A voice called from the back of the room.

Steve turned to find Bucky, Natasha, and Welks on the viewing deck on the far side of the room. Bucky's arms were crossed, his eyes hard, but Natasha was rubbing soothing circles on his back.

Steve should have known better than to think Welks would let him leave without pestering him first.

"What are your Objectives?"

Steve gritted his teeth, but answered in a monotone voice. "Mission Objectives: Locate Notable Inconsistencies in the Timeline. Aquire SHIELD Files. Do Not Engage with Civilians. Debrief Upon Re-Entry."

Welks didn't even respond, waving him forward. Pretentious ass.

Natasha and Bucky nodded to him in parting and he gave them a small smile. Steve started forward again but a subtle tug on the back of his leather jacket made him stop. Steve turned and frowned in concern at Tony's serious expression.

"What is it?" Steve asked, quietly.

Tony pretended to be fixing something on his watch, keeping his voice low.

"Nothing. Just..Take your time over there. I know they said to be back in a few hours, but there's only so much you can do in that time and we need everything we can get. If Welks or Schmidt start giving us shit, we can handle them. I've been wanting to try out this really cool new device anyway. I'm sure that'll shut him-"

"Tony," Bruce cut him off, his warning clear despite the lowness of his voice.

Tony held his hands up in mock surrender, but there was a ghost of a mischievous smile on his face that said he was only kidding a little.

Tony turned back to Steve and patted him on the shoulder. "Bring us back something good, yeah?"

Steve gave the two one last nod and everything turned white.

The air was sucked from his lungs and every molecule in his body was thrumming with power, shredding him apart cell by cell, and rebuilding him over and over, the essence of his being torn from one reality and forced into the next. The pain and confusion felt like it went on forever, but as quickly as it came, it was gone, leaving him disoriented.

Steve's knees clashed against the pavement and the alley way echoed with each sharp, rasping breath that tore through his chest. He pressed his head between his hands, trying to alleviate the pressure in his ears. The nausea got better every time he crossed, but the headaches were there to stay apparently. They weren't bad after a minute or two, just enough to bother him, but he would have to remember to bring that up to the guys when he got back.

Steve looked around, blinking away the spots in his vision. He was right where he always ended up, the back alley behind an old pharmacy. It was dank and there was a pervasive stench in the air, but Steve understood why Stark had chosen this place. There wasn't a lot of foot traffic on this street and the chances of being seen were minimal to none, all while being relatively close to anything important he may need to get to. Still, he would much rather be able to pop into any destination. It would save him some time at least.

He allowed himself another minute to regain his sense of self before trusting himself to stand. He tugged his jacket straight and headed to the street.

Steve had to force himself into a slow jog, not wanting to draw any unwelcome attention to himself by running at even half speed. He didn't mind. He indulged in the strange sights while he could, knowing it wouldn't be long before he would have to start hiding his face.

Steve winced at the growing loudness of the city as he made his way further into Manhattan. This time of day was always the worst. The sidewalks and streets were filled with people, discourteous drivers honking on their horns impatiently, distracted people shoving past him on the sidewalks, kids screeching and laughing on every street corner. The constant loudness was certainly one of the more substandard aspects of this place.

But there was beauty in it, too.

There was the occasional shy smile from a stranger on the train, rebellious looking teens offering up their seats to those in need. Massive artwork that clung to any bare space people could find, brightening up the grey hue that seemed to hover over everyone in the wake of the Blip. Small flower pots on window sills and mothers cooing to their children on park benches. He hadn't been able to see simple things like that in a long time.

Steve wove in and out of the crowd until he reached a small coffee shop he frequented both here and on E-Ultimate. He knew it wasn't wise to set routine anywhere he could be noticed, but old habits die hard. It was familiar and it had wifi, so he always found his way back. 

The bell rang above him and he was instantly hit with the scent of coffee and fresh bread. His mouth watered and he wondered how long it would take before he developed a Pavlovian response.

"How can I help you?" A scruffy man asked from behind the counter.

Steve eyed the sweets in the glass case, but he managed to peel them away long enough to answer. He was here to work not to eat.

"Just a large drip, please. Black."

The man took his money and had the coffee ready in less than a minute. Luckily there weren't many people in the shop. He still tucked himself away in a back-corner booth, giving him a wide view of the whole floor. Just in case.

Steve pulled out his laptop from his bag and the wifi connected automatically. He carefully unlatched his watch, looking around before plugging it into the USB drive.

A notification popped up with a giant red button that said, "Click Here, Stupid," and Steve rolled his eyes. He clicked it anyway and he watched as window after window rerouted to a new destination, some closing off, some staying open until the loading screen appeared, reading, “Target Acquired: Status: DOWNLOAD IN PROGRESS. Wait Time: 30 Minutes.”

Steve was unperturbed by the unusually long wait time. If anything, that just proved they managed to get into the SHEILD's network. As fast as Tony's tech was, there was decades worth of information to download.

Steve pulled out his phone and started his weekly rundown of current events to kill the time.

Steve usually avoided watching the actual news if he could help it. There was so much bias. There was never a time he could turn on a station and not feel like he was being manipulated one way or another. It made Steve sick to think about how hard it must be for the civilians to understand what was going on in their own government. It seemed everyone on Capital Hill had ulterior motives outside of the success and protection of their constituents. It was a government of sell-outs and liars.

Steve tried to stick to the newspapers or blogs run by individuals intent on telling "the facts and only the facts." They weren't always perfect, but he found them far less stressful than the alternative.

Steve's brows slowly furrowed the more articles he read, frustrated that they came up with nothing he hadn't already seen before. Just the same regurgitated information covering the aftermath of The Blip and the steps the government was taking to make the transition back to normalcy as smooth as possible. Oh, and one fairly spirited interview with the remaining members of Earth's Mightiest Defenders over how they were working to ensure nothing like that would ever happen again.

Steve, as well as the others on his team, had been understandingly derisive when they saw what their counterparts were up to in E-158. It wasn't because they were seen as "super heroes," or that they helped save the world from catastrophic events. In that way, they were actually quite interested in their parallel lives. Impressed, even, by their stubborn perseverance and willingness to sacrifice for the greater good.

No, their scorn was more from the lack of necessity of it all. If they had just given in and followed Hydra, their combined knowledge would conquer all, and none of those things would have happened in the first place.

Of course, to be fair, E-158's Hydra was quite different to his. It was filled with corruption and manipulation, racism and bigotry, a microcosm of everything wrong in their world. They were a mockery of the symbol he stood for; more like his own had been during the war, but his had since learned the error of their ways and shifted to something much more progressive, focusing on innovation and unity above all.

Honestly, if Bucky hadn't already been indoctrinated when Steve came out of the ice, Steve may have had doubts of his own. Steve trusted Bucky though. He wouldn't have followed Hydra if they had been anything like they were before.

Perhaps Hydra's change of heart was why Steve's Hydra was successful and E-158's world fell to a team that had the audacity to give themselves the name _The Avengers._

Back in their reality, the so-called "Avengers" were a big joke to them, honestly. Especially Tony.

" _I quit making weapons_?" Tony asked when he first discovered E-158's change of heart. He snorted incredulously. " _As if_."

Steve leaned back against the red, faux leather cushions and sipped at his coffee, his nose scrunching at the bitterness as he scanned the world outside for answers. The news obviously wasn't going to give him a lead. So where should he go?

Tony seemed to be certain that whatever they were looking for had to do with the Avengers. They couldn't tell exactly what event caused the divergence in their timelines, but it was massive enough to create all of this, so it made sense that it would be caused by people who were important across the globe.

Steve had contemplated going straight to the tower more than once. The biometric locks wouldn't be a problem and neither would any passwords. Tony knew his system in and out and if he ran into any problems he could talk him through it. The only thing that kept him from throwing caution to the wind and diving straight into the fray was running into somebody he knew. Or rather someone _he_ knew.

As much as he looked like their Steve, the two couldn't be more different. His history with Bucky seemed to be the only constant between the two time lines, the split happening sometime after he was frozen in the ice. Steve wasn't sure regaling those times would be enough to convince anyone that he was their Steve, though.

Beep. Beep.

A green light flashed on his computer and he checked to make sure all of the files were downloaded before slipping his watch back on. He gulped down the last bit of his coffee then put his laptop back in his bag. The door bell chimed, and Steve peeked over, but of course, it was just a couple of customers.

He pulled on his backpack, still raking his mind for his next move, and eyed the menu full of food options hanging over the register. His stomach clenched just thinking about it all.

 _Fuck it_ , he thought.

Steve walked over, but came to a stop a few tables from the front. A boy and a woman were talking lowly to each other, the former's arms wrapped around his chest tightly, as if trying to make himself look smaller. He scuffed his shoe against the tile and shook his head.

"You don't have to do this. I'm not even that tired," he said, looking stressed or maybe even annoyed. "You don't have to waste your money on me. I'm sure we have other things that the money needs to go to."

The woman eyed him scrutinizingly, brown eyes full of concern behind her thick-framed glasses. After a long moment, she sighed heavily. "I know, Petey. I just miss you. You're never home anymore. If it's not your _extracurriculars_ , it's Ned or MJ or school. I just got you back and it's like you're slipping through my fingers all over again. So if I have to buy your time with coffee, I'll do it. Besides, Lionel is paying half the rent now, remember?"

Peter wanted to argue that it didn't count since their rent was now twice as high as it had been before, but he pressed his lips together and ran a hand through his chestnut brown curls in defeat. "Okay, look. I'll come back to the apartment for a few days. Maybe a week, but then I'll have to go back."

"I didn't mean to guilt trip you," May said, biting the inside of her cheek. "I know it's easier for you there. Don't do anything you don't want to do to make me feel better. I'm an adult, you know."

"Are you?" Peter asked. "I had no idea."

May shoved him playfully and he laughed. "Don't worry about it. I was planning to visit soon anyway."

"Good. Benji will be happy to hear it. He's been driving me nuts about you," The woman said, seeming placated for now, but about that time she noticed Steve waiting. He was clearly unsure if they were in line or not.

"Oh!" She blushed profusely. "We're so sorry. Gosh. We don't even know what we want yet. You can go ahead."

"That's alright. You're fine. Thank you, ma'am."

Peter's eyes snapped up to meet his and Steve watched warily as his face morphed from shock, to confusion, then a strangely pleasant mix of both. "Mr. Rogers?"

Peter hadn't seen Steve since the day of Tony's funeral. Before Steve went back in time to live out his life with Peggy Carter.

 _Mr. Rogers_? Steve cringed at the absurdity of the titled name, but managed to school it into a sheepish-looking smile.

The kid was looking over him like he couldn't quite believe he was standing there, eyes wide and practically dancing with excitement. Steve cursed his bad luck. The last thing he wanted was to deal with a fanboy.

"I thought you were-but the others said-You went home," Peter stuttered, a disbelieving grin stretching across his face. "What are you doing here? Are you back? Like back-back?"

May's mouth parted into a small "o" when it finally dawned on her who was standing before them, but managed to contain her surprise.

"I, uh-" Steve puffed out his cheeks to buy time to think. "No. I'm not back for long. Just stopped back by to grab a few things."

Peter's smile faded into something that looked almost painfully forced and Steve felt for the kid. It must be hard losing a hero, even if Steve didn't understand the appeal. "Oh. Yeah, no. I get it. Oh well. I bet Bucky was glad to see you again anyway, even if it was only for a bit."

Steve froze and his heart raced violently in his chest as the implications of that statement hit him.

No civilians from this time line knew about Bucky. They knew of the Winter Soldier, but for obvious reasons, SHIELD and the Avengers didn't feel comfortable putting his name out into the public. That would mean admitting Hydra had succeeded in their Super Soldier Serum and God knows they would never admit just how close Hydra had been to taking over.

Steve hesitated, unsure what to say in light of the situation. He couldn't ask the him how he knew about Bucky without giving himself away, but he also didn't know how to explain his sudden presence when he was supposed to be back in the time where he belonged.

"Wait." The kid must've noticed something was off because his brows furrowed. "You-you didn't tell Bucky you were back?"

There was an air of accusation in his tone that Steve wished he could understand.

"No. He doesn't know, and I'd like it to stay that way, if you don't mind."

The kid's whole demeanor changed in an instant, squaring his shoulders and pulling himself to full height. He took a step from the wall and into Steve's space threateningly and the woman watched, mouth open and gaping like a fish.

Steve was probably wearing a similar expression.

"So what? You just popped in and didn't think to tell anyone? Not even your best friend?"

"Peter," May hissed lowly, pulling on his arm. "Stop. Right now."

"He misses you. You didn't even tell him you were leaving and now this? How could you do that? After everything you've been through?"

Peter's fire-filled eyes burned into Steve. He wanted nothing more than to punch him in his perfectly chiseled jaw until that stupid shocked look was knocked off his face, but one more tug on his arm made him send his glare backward.

"He left, May!"

"And he had every right to," She snapped back, honestly more mortified at Peter's behavior than anything. "He deserves to be happy, too. Even if it isn't here."

He scoffed. "Who the hell is happy? Are you? Because I know I'm not."

May's face shattered. Peter never talked to her like that. May's eyes flitted to Steve's for help.

"I didn't mean to upset you, son," Steve said, adopting his best soft-stern Captain America voice. "I don't want any trouble."

"You never do, do you?" Peter huffed, tightening his grip on his backpack strap. "Never stops you from messing everything up."

When Steve didn't respond, Peter shook his head and turned on his heels. "I'll see you back at the apartment tonight, May."

"What?" May exclaimed. "No. Peter!"

The door was already closing behind him, the chime of the bell the only thing filling the silence left in his stead. The man behind the register was absentmindedly wiping the counters, watching the scene like he thought they all had too many heads, not even pretending to hide it.

May sighed in exasperation, dropping her arms to her side. She suddenly wished she could fall through the floor. "I'm so sorry, Steve. He's just having a really hard time with everything right now. I don't know," she shook her head. "I'm sure you understand."

He didn't. Not a damn word, but she didn't need to know that. "Of course."

May nodded, her gaze wistful and sad. "Losing Tony has been really hard on him, you know? They were just so close near the end. He's still having nightmares about what happened up there but he won't talk to anyone. Especially not me."

Tony? Was she talking about their Tony?

Now that was interesting. If Peter knew both Bucky and Tony, that changed everything.

Steve's brows furrowed in consideration. The timing and circumstances lined up. The Tony Stark here died fighting Thanos a few months prior. But what "up there" was she talking about? Maybe she meant directionally, like up North. From what he understood, though, Tony had died in Wakanda.

Not having all the facts was really frustrating.

He was pulled from his thoughts by May's embarrassed and self-deprecating laughter.

"God. What am I saying? Of course you know what living with trauma is like with everything you've been through."

Steve shifted from foot to foot and eyed the door. If it wasn't for his mother's voice in the back of his mind telling him to be polite, he would've tried to make a break for it.

It was no secret what Steve had sacrificed in the war, but he didn't like to think about that time in his life if he could help it. He was still proud of the cause he fought for, but sometimes he wondered what the people from his lifetime would think of him now, working for the very sect he worked tirelessly to dismantle. Hydra was different now, though. They would understand if he explained that. Peggy would understand.

"It's not easy," he said flatly.

"I know. He's just so young and he's already lost a lot. He's usually not like this, I swear, but these days I hardly recognize him."

"It's okay, ma'am."

She raised a brow.

"Honestly. I think everyone is having a rough time right now," Steve said. "It'll be an adjustment, but people are stronger than we give them credit for."

May gave him a tight smile. "I'm just glad you have another chance to be happy."

Steve searched her face, but all he found was warm sincerity. His heart twisted for a reason he didn't quite understand but he managed to swallow past it. "Thank you."

May sighed again and adjusted the purse on her shoulder. "Anyway. I guess I need to go chase after that nephew of mine. Thank you for letting me vent all over you." She paused then reached over to grip his hand with cold delicate fingers. "It was really nice to see you again."

"And you. Be safe."

The door closed and Steve's jaw tensed as he watched her disappear down the street.

Meeting them there was less than ideal. His orders explicitly said not to engage. He wondered if he should go back and report, but he couldn't help but think he should stay.

There was an opportunity here. Peter was the first big inconsistency he'd seen firsthand in regards to the Avengers. There was no way he wasn't involved; Steve just didn't know where he fit into everything. Maybe it was nothing, but a niggling at the back of his mind told him that wasn't true.

Steve ordered another coffee, all thoughts of food forgotten. It was going to be a long night.

****

Peter was still seething when he swung into the alley behind Mr. Delmar's store. He pressed the spider insignia on his chest with a little more force than necessary and rubbed the stiffness out of his hair as the nanobots retreated back into their casing.

Patrol hadn't gone as well as he'd hoped. Not because it was bad, but rather because it was far too quiet. It was well after midnight, but none of his excessive, pent up energy had faded, not even so much as a mugging to help curb some of his restlessness.

He ended up spending half the night by Tony's mural, just thinking about life and how much he wished things were different. When he realized he was spiraling, he gave in to the pressing influence of his Spider-Sense and swung around for a while, letting himself get lost in the movements.

It had been almost five months since Tony's funeral and still, every day he was hit with the pain of it. His mind seemed to be holding on to Tony even harder than his numbing heart was, intrusive thoughts of him peppering into every waking moment.

_I need to do laundry. **Tony is dead**. I'm not prepared for the chemistry test. **Tony is dead**. I hope that they have extra at lunch today. **Tony is dead.**_

Anyone could see it was slowly killing him. The way his clothes were getting even baggier around his slight frame, the permanent hollowness in his eyes, but it didn't bother him nearly as much as it did May. She kept urging him to talk to her, talk to anyone, but who could he talk to?

May's life had been hard when Peter left at first, but her grief was different than his. Peter died in space, billions of miles away, and she was able to move on. Start over. Make a new life for herself. But Tony-Tony had died brutally right in front of him and he was powerless to stop it, just like he'd been with Ben.

Tony wasn't just a father figure to him. He was the first person Peter ever felt truly understood him. If there was ever such a thing as soulmates, Tony was it for him. They were two sides of the same coin. Two people who were separated by age, class, experiences, and circumstance were brought together by their love of science and dedication to making the world a safer place. They found the best parts of themselves reflected in each other.

Peter couldn't count how many times he and Tony had worked well into the night in the lab, absentmindedly talking about things that Peter never thought he would have said out loud. Tony gave him the courage to confront his past and move forward. He pushed him to strive for greatness but also understood how important it was for Peter to remember that he was only human. He called Peter out when he made mistakes, but only because he wanted Peter to reach his full potential. He never criticized him over silly things, or made Peter feel like he wasn't good enough. He never made Peter feel small.

Tony helped him improve his web formula. He bought him his first tux. He took a poor kid from Queens fighting crime in glorified pajamas and helped him turn into a real superhero. All of the best moments of the last two years were made possible because of Tony. And now he was gone.

That was the worst part for him. Peter had so many amazing memories with Tony, but no matter how desperately he wanted to remember the good times, all he could see when he closed his eyes at night was that scene at the compound. Tony gasping out his last breaths, the smell of burnt skin and hair from his half-charred face, his eyes unfocused from the excruciating pain and shock. Pepper crying, silently resigned, at his side, mourning the life she and Morgan would never get to have with him.

It just....wasn't fair.

Peter and half of the world were brought back to life. Something that should have been an impossibility, a statistical anomaly, a one in a billion shot in the dark, the team made into reality. It was what they did, conquering the unconquerable.

But at what cost?

Tony was dead. Natasha was dead. Vision was dead. Wanda and Bruce were AWOL. Thor was off-world. Clint was heartbroken and reeling from the loss of his best friend. Rhodey and Pepper were hiding away halfway across the world with Morgan to process everything that happened. Happy was busy out of his mind trying to run things while they were away. Steve left, and Sam and Bucky were trying to figure out what their life was supposed to look like without him in it.

Families were still broken. Dynamics had shifted-more often than not-because of the five year gap the Blip put between those who lived and those who ashed. Some kids came back orphans because their parents couldn't live in a world without them in it. Abandoned babies and children were having to go back to families they didn't know and leave the ones they did behind. A majority of the population was homeless, with nothing to their name.

Needless to say, depression and anxiety were at an all time high.

Peter would never say that Tony's sacrifice wasn't worth all the lives he saved that day, but the galaxy was already fixed. They had snapped everyone back. All they had to do was kill Thanos and his army. Peter knew it wasn't going well, that they were losing, but thinking about the way everything happened made his blood boil.

Peter had the gauntlet in his hand. If he would have just slipped it on and did the snap himself, Tony would still be there. Pepper would still have her husband. Morgan would have been able to grow up with a father. The Avengers would still have their trusted friend and partner, and the world would still have their hero. Tony's loss was a loss for the entire galaxy, but really, who would have missed Peter?

More than anything-more than the guilt, more than the grief, everything-Peter hated Stephen Strange. He hated him for telling Tony that sacrificing himself was the only way they would win. There was always another way. Billion to one odds, and they beat them. Why couldn't they beat that too?

Peter wasn't stupid. He knew that life wasn't a movie. There was no way they could have come up with some miracle save at the last moment. Or more accurately, Tony sacrificing himself _was_ the miracle save. Yet, instead of being grateful to be back at all, Peter was dwelling on what if's and letting his misplaced anger fester. After all, it was really hard to feel lucky when everything in his life was so completely fucked right now.

And as if the universe was determined to show Peter just how much worse things could get, Steve had to show up.

Peter ran his hands down his face and looked up at the moon. The nights were getting colder every day. It was just another sign that time was passing by without him.

He grabbed his backpack from behind the dumpster and started dragging his feet to May's apartment, wondering if she would be waiting up for him. He hoped she wasn't. He wasn't ready to face her after the way he flipped out at the coffee house.

Peter was aware he probably overreacted a bit, but he couldn't help it.

Steve had the chance to be with his friends and help them through everything, but instead he disappeared, choosing to go live out his own happy ending back in the 40's, not caring about the wreckage he left behind.

Peter turned the corner and rolled his eyes at the grey car parked on the side of the building. Great. Just what he needed.

As soon as he unlocked the door, a dining room chair screeched across the floor. May was on top of him before he could finish stepping out of his shoes.

"Where were you?" May demanded, wrapping him up in her arms. "You disappeared on me."

"Sorry," he muttered.

"Sorry? I've been worried sick. I've been calling for hours! You know better than to leave me hanging like that."

Peter did know better. May made sure of that the day she found out he was Spider-Man. She said there would be no more lying or hiding things from her, and then went straight into laying out all of the rules and stipulations that came with being an under-age superhero. Two of the most important rules were communicating and being home by curfew.

That didn't stop him from telling Karen to chill with the notifications on his screen the eighth time May called. It also didn't stop him from ignoring his alarms.

"I'm sorry. My phone died and I just needed to get out tonight," Peter lied.

_There's another rule broken._

He ignored the voice in his head and let himself enjoy the feel of May's warmth. He missed it way more than he would let himself admit. "I guess I lost track of time."

"Well, don't let it happen again, okay? I know that you aren't staying here much anymore, but I'm still in charge. I can't keep letting you leave if I don't know you're safe."

Peter sighed. "If it makes you feel any better, it was boring."

"That does make me feel better, actually," May smirked, ruffling his hair. "Boring nights are safe nights."

Peter's Spidey-Sense crawled up his back and his muscles tensed.

"Where was he?" Lionel asked, walking out of his and May's bedroom. He rubbed at his wet hair with a towel and there was a stern look on his face that Peter was beginning to think was his default. At least when Peter was there.

"He was just walking around. Lost track of time," May answered.

"You really shouldn't be wandering around at night, Peter. It's dangerous," Lionel said. "Who knows what could've happened to you."

Peter bit the inside of his cheek to keep the words that immediately jumped to his teeth at bay. _Like you’d care._ Lionel was watching him expectantly from his spot at the bar though, so Peter shrugged and forced out a reply. "Yeah. Sure, okay."

Lionel narrowed his eyes at him in warning, but his face softened as soon as May turned to walk into the living room.

"I can tell you are tired, but we are going to talk about this more later, mister. Until then, though," May picked up the remote off of the coffee table and waved it around tantalizingly, a bright, sarcastic smile on her face. "Wanna watch a movie with me before bed?"

Peter hesitated and she continued in a sing-song voice. "Come on. You know you want to!"

Peter's lips quirked up on one side and his reservations crumbled. "Sure. Just let me go change real quick."

Peter hurried to his room, slinging his backpack off and tossing it in the corner next to his desk. He avoided looking at the framed picture of him and Tony he got for his birthday last year as he stripped off his clothes. He slipped on a t-shirt and some plaid PJ pants, then grabbed his favorite pillow from the bed.

Peter stepped up to the door, but his hand hovered over the doorknob at the sound of hushed voices.

"This is the first time he's come home late. He had a hard day. We have to give him a little leeway," May said.

"Peter doesn't even live here half the time and when he is here, he doesn't obey the rules. How much more leeway can we give him?" Lionel asked.

May sighed. "I know you think you are trying to help, but you don't understand. I do. I'm his aunt. Trust me when I say I know what I'm doing."

"You're Peter's Aunt, but you're Benji's mother. Do you really want Peter's defiance and disrespect rubbing off like this on our son?"

Peter winced, his hand clenching to a fist at his side.

"We would be lucky if he did," May said, tersely. "He's a great kid. Just a little lost right now, is all."

"I don't think that you understand how unhealthy this is. If he was my kid, I'd have already-"

Peter twisted the knob loudly, not wanting to hear any more. Two pairs of eyes shot up and he gave them an awkward lift of his pillow in greeting.

"About time," May chirped, slipping back into her happy facade. "What are we watching?"

Peter opened his mouth but was cut off before he could speak.

"You have to be up in a few hours, May," Lionel pointed out. "It's already almost two."

"It'll be fine," she said, waving him off. She plopped on to the couch and threw the blanket over her legs.

Peter hadn't moved, looking at the time guiltily. Lionel was right. May usually had to get up at 6 to make sure both her and Benji were ready to leave the apartment by 7. If Peter had actually listened, he could have spent time with May without depriving her of sleep.

She wondered what the hold up was and saw the conflict on Peter's face. She rolled her eyes fondly. "Petey. I haven't gotten to spend time with you like this in forever. Besides, I can always fall asleep here if I get too tired."

"That's bad for your back, honey," Lionel said, obviously displeased with how the night was going.

"It's only one night. Now come on, both of you," May insisted, patting the seats beside her. "I'm thinking The Notebook."

Both Lionel and Peter groaned in tandem. At least they agreed on something.

*****

It took longer than it probably should have to figure out Peter's full name, but Steve wasn't nearly as good with computers as everyone else on the team. Not that he had a lot to go off of, to be fair. He wished that he would've ran into them after they had ordered something. At least then he would have had their credit or debit card information.

He figured it out eventually though, thanks to a well worded Google search of all things. The newspaper article was a few years old, but Peter was still recognizable in the obituary photo of him, with his aunt, and late uncle. It was crazy how the kid looked so different but similar at the same time. He still had those big brown eyes and messy curls, but the kid in the picture had a smile so bright it could've lit the entire Hydra base on its own. He hated wondering how much hell the kid went through to make him dim to the lifeless shell he saw today.

Now that he had a full name, he was able to sift through all of the files at his disposal. To his surprise, though, SHIELD didn't have any records of him. Nothing related to Tony or Bucky or even the Avengers in general. Not one mention of him anywhere.

Steve stared at the computer in confusion. It didn't make sense. Surely it hadn't been a coincidence, not with how strongly the kid reacted to seeing him, but then again, maybe he was wrong.

Steve bit his lip and folded his hand back over the mouse and pulled up the files from before the Blip.

Peter Parker, age 17. Born August tenth to parents Mary and Richard Parker, who passed away in a car accident when he was six years old. According to his school records, May was his primary (and only) emergency contact. He went to Midtown High and had already enrolled in advanced and dual credit classes. He had high marks in everything and had participated in the Decathlon every year since middle school.

Steve frowned. The kid was smart, but that didn't necessarily mean anything. He continued scrolling and found an incomplete college application. His cursor hesitated over it before he clicked and opened it.

A lot of the information near the top was the same, so he just skimmed over it, scrolling faster than he could read properly, until something made him stop. He slowly scrolled back up, huffing out a small laugh when he saw what his mind caught but hadn't comprehended. The kid wrote about Stark Industries in his application to Empire State University. This was it!

**Stark Industries**  
**Manhattan, NY**  
**_Academics Program Intern_ **

*** Gained hands on experience in Engineering and Mechanics**

*** Conducted countless experiments in the fields of Chemistry, BioChemistry, and Biophysics**

*** Aided in the repair of an Arc Reactor**

Steve tapped on his knee under the table. Huh. Would Peter being an intern for Tony explain how he knew Bucky and Steve? Maybe. May said that they were close. If Peter was somebody that worked directly under Tony, maybe he had confided in Peter about Avenger problems.

That didn't sound like something the Tony from E-Ultimate would do, though. Sharing and heart to hearts weren't really his thing. It was possible that the kid brought it out in him, but why tell confidential information to a minor?

Steve leaned back in his chair, crossing his arms. He wanted to just ask Peter what their relationship was. It couldn't be that hard to steer the conversation to Tony, but as quick as the kid was to get mad at him before, he probably wouldn't be able to learn much before he stormed off again.

"Can I get you anything else, sir?" His waitress asked, picking up his empty plate, nothing left from his apple pie but crumbs.

Steve shook his head. "No, thank you. I'll take my check when you get the chance, though."

She gave him a warm smile then trotted off.

Steve scrolled back to the top of the application and stared at the address listed under his name. The date at the top was from after the Blip, so chances were it was current.

Steve looked at the time. He'd already been gone almost four hours, but Tony did say to take his time. He'd already spent this long looking into it, so he might as well check it out.

****

It was Sunday, three days since Steve left through the portal, and there was still no sign of him.

Bucky was pacing the floor and Tony was sitting in his lab chair watching him, resting his head on his hand. He could practically feel the anxious fury rolling off of him in waves, but what the hell was Tony supposed to do? It's not like he knew Steve was going to fall off the face of the Earth. Well, he did, but he at least thought he'd have the decency to come back at some point.

"You're making me nervous. If you are going to linger like a bad smell, can you at least pick a chair like the rest of us?" Tony asked.

Bucky rounded on him and Tony hoped he didn't look as intimidated as he felt. That was a serious case of angry brows he was sporting there.

"Do something and I'll leave," Bucky barked back. "I'm tired of just sitting around. You're a genius. Fix this."

"There's nothing-wrong-with the portal!" Tony said for the thousandth time. "I don't know if you've heard the phrase, but you can't fix it if it ain't broke."

Bruce's brows furrowed. "I'm not sure that's the phrase."

Tony rolled his eyes, ignoring the comment. "I'm sorry that your BFF decided to take an unexpected vacation, but don't you think that if I could get the Try-Hard Triad out of my lab, I would have done it by now? You guys aren't exactly what I'd call pleasant company."

Sam threw a wadded ball of paper at Tony's head from behind him, and Tony spread out his arms to Bucky as if to say, "see what I mean?"

Natasha just smirked at the nickname, not offended in the least. "Liar. I'm an absolute delight."

"Bucky's right though. The only reason the Supreme hasn't filleted our asses is because Welks is too much of a coward to tell him Steve isn't back yet," Sam said, turning back and forth in his chair. "We are going to have to do something soon."

"We can't look through the portal while Steve is over there," Bruce reminded them. "If he decided to come back while we were watching, he wouldn't be able to pass through, and he only has enough power to try once."

"And nobody stopped to think that might be problematic?" Sam asked. "And you guys are supposed to be geniuses."

Bucky grunted in agreement.

"I'm sorry, who here managed to create a portal capable of traveling across the multiverse? Hm. Let me give you a hint: it sure as hell wasn't you, birdbrain," Tony said, pouring himself a glass of scotch.

"Steve will be back. Tony told him to take his time, so that's what he's doing. The fact that he isn't here means he probably found something useful. We just have to trust him," Natasha said.

"Yeah, I'm sure that's exactly what the Supreme wants to hear," Sam muttered sarcastically.

"In hindsight, I probably should have given him a time limit," Tony admitted. "Our Golden Boy always was a bit of an overachiever."

Bucky groaned, yanking his hair back to twist it into a bun. "I'm going to go punch something. Unless you want to be that something, don't bother me."

He muttered something that sounded suspiciously like, "fucking Steve, leaving me with a bunch of children" under his breath before slamming the door shut behind him.

With that, everyone turned to look at Tony. "What? Why does everyone keep doing that? Bruce helped make the stupid portal too! I know I'm irresistible but would it kill you to point your expectant gazes his way for once?"

"Maybe we should go get some sleep," Bruce said, pinching the bridge of his nose. As practiced as he was in staying calm and collected, even he had his limits. "If Steve isn't back by tomorrow, we are going to have to tell the Supreme and us running on fumes isn't going to help the situation."

Tony threw the pencil he was twirling in his fingers on the bar and picked up his drink in a toast. "Anyone want to bite the bullet now? The literal bullet, not telling the Supreme. I'm out on that one."

"Sounds better than the alternative," Sam said in commiseration.

Natasha nodded, solemnly. "He's going to be pissed."

Yes. Yes, he was. If they ever got Steve back, Tony was going to kill him.

****  
Peter was almost convinced his Spidey-Senses were broken.

The past few days, it didn't matter where he was or what he was doing, he would randomly feel the hairs on the back of his neck stand on end. The subtle tingling under his skin would begin building up out of nowhere, just to linger for hours in a low, steady hum. It was making him jumpy and irritable-even more so than usual. For the first time, Peter was wishing he could turn his abilities off just so he wasn't so constantly on edge. Whatever this feeling was, it was nothing like the Spidey-Sense he was used to.

During fights, his Spidey-Senses would go off like an alert, quick and insistent. He could feel the oncoming danger around him like it was a tangible thing, making it easy to dodge or redirect the hit. It was a reflex. He didn't have to think, his body would just move. But this persistent unsettledness was foreign to him. It didn't feel like danger. It just felt like-well, he didn't know what it felt like.

Every day he got more paranoid. Everywhere he looked he found people looking back at him. When he was alone, he could feel eyes on his skin. He thought about bringing his concerns to Ned or MJ, but they already had enough on their plate without worrying about Peter and his misfiring brain.

By Wednesday, Peter was falling asleep in class. Mr. Cane, his English teacher, hadn't been too hard on him. He pulled him aside after class and asked if everything was alright and Peter admitted he hadn't been sleeping well. It was the truth. He hadn't slept well in he didn't know how long. It was the constant threat of danger that was draining him now, though.

Mr. Cane gave him a bottle of water and told him to try to get into bed earlier that night, then sent him on his way.

Mrs. Helms hadn't been so kind.

Peter begged her not to call home, but apparently sleeping in class was something she considered to be a "serious infraction." Since May was at work, Lionel was the one who got to hear the bad news. He worked nights, so not only was he pissed because Peter got in trouble, he was also woken up in the process.

When Peter got home after school, Lionel's already cold, standoffish demeanor morphed into completely denying Peter's existence. He didn't acknowledge when he came in or respond when he offered to make Benji a snack. He hadn't even set out a plate for him at dinner.

Peter looked questioningly at his usual seat then went to the cabinet to grab his own plate, and Lionel watched him with barely concealed contempt. Benji didn't seem to notice the tension.

"Raviolis!" he yelled excitedly as Lionel put him in his booster seat. He wasn't even strapped in properly before he was shoveling a piece into his mouth. "Can I have a bread too?"

"I didn't make any," Lionel said, pulling out his chair. "I'll remember to next time, okay?"

Lionel pouted and stabbed his fork into his plate. "But Momma always makes bread with raviolis."

"I'm sorry, buddy. Mom is having to work late tonight. If you eat well, though, you can have a cookie after dinner."

Lionel still didn't look happy, but shoved another ravioli in his mouth, red covering the sides of his mouth and high on his chubby, freckled cheeks.

"Did someone call in or something?" Peter asked from the stove.

Lionel ignored him and pointed his fork at Benji. "How was daycare today? Learn anything new?"

Benji chewed in thought. "Oh! We colored cups with paint and googley eyes. Like the throw away kind. I made mine into a dinosaur monster."

"A dinosaur monster? What does that look like?" Lionel asked, indulgently.

"It was blue and really scary. And Jacob's dad is a firefighter. He came to talk to us said he really gets to hold the big water hose, but he said that it's really heavy."

"Oh yeah?" Lionel chuckled. "That sounds very cool."

"Yep," Benji grinned. "I think I want to be a firefighter when I get big, but I don't like the sirens. They are too loud. They wake me up sometimes."

Peter sat down beside Benji, doing his best to ignore Lionel. "I think you'd be a great firefighter, Benny. Want to know why?"

"Why?" Benji asked.

"Because firefighters have to climb up ladders, and you are the best climber I've ever seen. Even better than Spider-Man."

May was so excited to tell Peter how much Benji already loved him when he came back. She had told Benji stories about Peter every night, and how much Peter loved Spider-Man. Thankfully, May kept his secret, even from Lionel, but she said it didn't feel right not telling Benji about both parts of Peter when Spider-Man was such a big part of who he was. 

Benji's chest puffed up with pride. "I know! 'Member when I climbed up your bunk bed?"

Peter had faced men with guns, aliens, and death itself, but waking up to a toddler inches away from his face was a new level of fear.

"How could I forget when you almost gave me a heart attack?" Peter asked, poking him in the side. Benji squealed and squirmed away, giggling.

"Boys," Lionel chastised. "Not at the table."

Peter gave Benji a cross-eyed look, making him giggle even harder, but then they turned back to eating. The rest of the dinner was spent with Lionel pointedly keeping him out of their conversations and Peter was content just to listen to Benji talk about all of his friends at school. Peter helped clean him up when they were finished then walked their plates over to the sink.

"Want me to do the dishes?" Peter asked. Lionel didn't answer and Peter shifted uncomfortably. "I mean, it's only fair since you cooked."

Lionel turned on him. "Now you're going to offer to help around the house? Doing the dishes isn't going to keep me from telling May that the school called."

Peter didn't know what to say to that. He was hardly ever there, and when he was, he usually just played with Benji or worked on homework until he went to bed. He always cleaned up after himself. What else did Lionel expect him to do?

"I didn't expect you not to," Peter said cooly, despite the spike of anger in his chest. "I just asked if you wanted me to do the dishes."

Lionel's face reddened and he threw the rag into the sink. "Fine. Be my guest."

Peter considered asking Lionel what his deal was with him but he knew it would probably just make things worse. Besides, he already knew what the problem was. Peter wasn't his kid.

Lionel wasn't a bad guy. He worked hard at his security firm and was liked by everyone he worked with. He treated May like a queen and it was obvious how much he adored his son. It wasn't that he was generally unlikable, he just didn't like Peter.

When he and May met at a grief support group, they were both single with no other family to lean on. May was still coming to grips with losing Peter, lost with nobody left to care for, and Lionel was struggling with the aftermath of the Blip, all alone and not sure what point there was to living anymore.

They started off as friends. They actually had a lot in common despite living very different lives. They loved all of the same things And Lionel’s wife had died a few years prior to cancer, so he understood how hard it was for May to lose Ben. One coffee date lead to two, then three, then they were inseparable. They were only together about six months before May got pregnant. It was unexpected, but they made the best of the situation. They welcomed their newfound little family and built a life worth living from the pieces that were left behind of their old one.

Then Peter was back and their comfortable routine crashed and burned. May spent the first month or two in Peter's bed instead of her own, holding Peter while he slept, scared that if she didn't he would disappear all over again. They had to spend a lot of their savings to buy Peter new clothes and furniture for his room, since most of his stuff had been donated. They had to adjust to having not only a toddler, but a traumatized teenager living in their space.

Peter was, by all intents and purposes, an invader. Someone who shoved new pieces into an already finished puzzle. No matter how hard May tried to force them together, they would never truly fit.

Peter sighed as he put down the last of the plates. This was why he didn't ever come home. It was just easier for everyone if he wasn't around.

Peter felt a tap on his hip and he looked down to see Benji looking back up at him. He was still wearing his neon green, dinosaur print overalls from daycare, brown fluffy curls falling into his blue eyes.

"Wanna play with my legos with me? Mommy got me new ones," Benji said.

Peter snorted, a soft smile on his face. Even if he wasn't particularly fond of Lionel, Benji was hard not to love. Motherhood always did look good on May. "You kidding me? I always want to play with legos. It's my favorite thing ever."

Benji jumped up and down excitedly and pulled Peter by the hand into the living room, then pushed him back on to the couch. "Wait here. I'll be right back!"

A minute later Benji dropped the giant box on the coffee table and put his hands on his hips. "This is going to be so cool! This is the biggest one I ever got!"

"Think you can handle it?" Peter asked, jokingly.

Benji looked offended. "I'm four! I'm not a baby. I'm a big boy, momma said so!"

Peter smirked. "I know. I was just kidding. So what do you got? Star Wars?"

Benji shook his head and the brightness was back in his face. "Nuh-uh! Even cooler!"

Benji picked up the big box and put it in Peter's lap. Peter looked over the colorful packaging and his smile faded slowly. The Avengers.

"It's awesome, right? It has The Hulk and Iron Man and Captain America and Black Widow!" Benji pointed to all of the characters on the box as he went. "They even have Hawkeyes! He's the coolest."

Peter cleared his throat, but couldn't speak past the growing lump in his throat. Benji looked up at him expectantly and frowned at the glossiness in Peter's eyes.

"What's the matter, Petey?" He asked worriedly. "Is it because it doesn't have Spider-Man?"

Peter cleared his throat again, his heart pounding painfully fast in his chest. "No-it's not-I don't.."

"Maybe they will make one of him too. Don't be sad!"

Peter pressed his lips together and put the box back on the coffee table. Benji's face fell. "Maybe we should play something else."

"No!" He yelled. "It's my new one!"

Peter's eyes widened at the sudden anger and he tried to pull Benji closer, but he pushed his hand away, his eyes welling with tears.

"Why don't you like it?" He demanded. "It's cool!"

"Benji-" Peter started.

"What's going on?" Lionel asked.

Benji ran over to Lionel, hugging his legs, sobbing freely now. "Peter won't play my legos with me! He told me he would but he won't."

Peter gaped at Benji as Lionel picked him up and held him against his chest. Lionel glared at him but ran a comforting hand through Benji's hair. "It's okay, buddy. Peter has had a long day. He's just tired. Right, Peter?"

Peter nodded mechanically and stood up from the couch. "I'll just-"

Peter walked to his room and shut the door behind him, sitting against the door. He curled up in a ball and listened to Lionel coo and whisper to Benji until he stopped crying, then laid his head on his crossed arms.

Even after he heard Benji's giggling start back up, he couldn't stop the self-loathing brewing in his stomach. Peter couldn't even play with his cousin because he fell apart at something so innocent as a kid's toy.

Peter wiped angrily at the tears running down his face. When did he get so weak?

Peter considered going out for patrol, but quickly decided against it. Lionel would flip if he came in to find Peter gone, especially after everything else that happened today.

Peter's head fell back against the door in exasperation as the buzzing started creeping back up his skin. Could he ever catch a break?

He stomped to the window and closed the blinds and pulling the curtains shut, but that only helped a little.

He laid on his bed with a huff and stared at the ceiling. He couldn't keep staying there. He would finish off the week to make May happy, but after that, he would have to go back. He couldn't take all of the added stress of being around people 24/7. It was too hard.

Peter pulled out his phone and he looked over his missed messages, sending Ned a quick reply to let him know that he didn't have to worry about him patrolling tonight. He exited out of his messages and debated what to do. His eyes flitted to his contacts.

Peter hadn't called Bucky to tell him about running into Steve. He'd wanted to, but what would that achieve except hurting him further? Peter and the remaining Avengers weren't close, but he liked Bucky.

When Steve left the day after Tony’s funeral, everyone was in shock. They all sat in Tony's living room in silence, slowly coming to terms with the fact that he was never coming back. Everyone started wondering aloud what they would do now with so many members gone, and Peter couldn't take it. Apparently neither could Bucky, because only a few minutes later, he escaped to the porch as well.

He didn't comment on Peter's puffy eyes or scratchy voice. They just sat together on the steps while Bucky made his way through another glass of Thor's Honeymeade. At the end of it, Bucky was more loose lipped.

“Sorry about Stark, kid,” he’d said, seriously. “He would be happy you are here.”

Peter said the same to Bucky about Steve, and after they talked for a bit, he stared out of the lake, looking broken.

“I already miss the punk. Probably always will. He was the last thing I had from back then," Bucky admitted, his voice cracking as he rubbed at his metal arm. "Now he's gone like the rest of 'em."

They talked for a while longer before he patted Peter on the shoulder and went back inside. He was just-nice, in a weird way. Maybe it was just the alcohol, though.

Peter locked the phone and rested it on his chest face down. The next thing he knew, he was asleep, the slight buzzing in his skin lulling him to sleep.

*****

Steve didn't expect to stay gone a week, but god help him, he didn't expect a lot of things. At the top of that very long list was discovering the alter-ego of teenage superhero Peter Parker.

The first 24 hours he followed Peter, he was starting to think he misread the situation. On the surface, Peter was your average teenager. He went to school for most of the day, stayed after for his Decathlon practice, then most days he headed home. On the days he didn't, he was either spending time with his two friends(Ned Leeds and Michelle Jones, also known as MJ), killing time doing what Steve presumed was homework at a small cafe a few blocks from the school, or picking up groceries or snacks.

Steve was just about to give up on his self-given mission when nightfall hit the second night after running into Peter, but then he saw Peter was leaving his apartment. Alone.

One moment Steve was trailing him from a safe distance to some random alley in Queens, and the next he was gone, like he'd never been there at all. No blood, no scraps of clothing to indicate a struggle. It was like he'd just vanished into thin air.

Steve worriedly canvassed the whole area block by block for what felt like hours, but still there was no sign of him. When he finally gave up, he checked Peter's apartment-just in case he'd managed to make it back home-and sure enough, there he was, safe and sound at his desk.

It was the third night that he managed to finally find what he was missing.

Choosing to trail him from the rooftops paid off when he saw Peter engage his suit-a deep red and blue ensemble with gold accents that accentuated the spider design on his chest. If that wasn't enough to throw Steve, Peter followed up the reveal by literally crawling up the wall and swinging away on some weird, sticky rope-like substance. It was the strangest thing Steve had ever seen and that was saying something.

Even weirder was the fact that when Steve collected a sample of the webbing for Stark, the strand had disintegrated in a matter of hours. He didn't know how something so fragile could hold the kids weight. He was lithe, but still, he had to weigh at least 170 pounds.

It wasn't like Steve was completely clueless about Queen's favorite vigilante. Everyone on his team back home had read about Spider-Man in the early days of their research, but Hydra never took an interest in him because of his centered-interest in protecting Queens. There were just short of a dozen small-time heroes working in New York, but since there was no evidence that he ever worked with the Avengers or even knew them, they didn't see the point in looking into him any further.

Each night, Steve became more sure that even if Peter wasn't what Hydra was looking for, they needed to recruit him. It wasn't even for his abilities either. Of course they would be a valuable asset to the team, but that wasn't what really caught his attention.

Over the last few days, he'd seen Peter do usual hero-like things. He stopped a mugger from stealing some guys laptop and wallet. He deescalated a small hostage situation with no casualties. He intercepted a domestic disturbance call, which ended with the abusive asshole webbed to the wall as Peter soothed the sobbing woman until the police could get there.

As amazing as those things were, Peter also did smaller things that Steve didn't expect. He walked a woman home after her shift. When he stumbled across a car collision, he single handedly peeled the door away for the paramedics. He helped a man a few blocks away from where he lived move his couch and a few boxes into his new apartment. It may not have seemed like much to Peter, or maybe anyone else, but to Steve it was something incredibly special.

It was in those moments that Peter didn't have to help but chose to that Steve finally understood what E-158's Tony must have seen in him to take on such a young protégé. He was completely and utterly selfless.

Peter wasn't helping people because he felt some sort of innate obligation. Or if he was, that wasn't the only reason. Steve could tell, even from a few buildings away, that Peter genuinely enjoyed helping people. The one time Steve heard Peter laugh, like really laugh, was when he was Spider-Man.

Sure, it was at his own witty quip, but still. It was obvious Peter felt more like himself in the suit than he did in his own skin. It was no wonder nobody knew of his identity. Looking at the two was like night and day. Even knowing who he was now, it was hard to believe.

It was another patrolling night, and Steve was having a harder time than usual keeping up. Peter would be swinging one way, then randomly double back or change directions. Steve fell back a bit, worried that Peter somehow sensed his presence, but even when he was far enough away from him that Peter shouldn't have been able to see or hear him, the one-sided game of keep away continued.

As if proving Steve's suspicions, Peter redoubled his efforts, switching up his style in ways that Steve had never seen. He would go from swinging, to running along the sides of buildings, letting himself free fall, then swooping around a building in a full 360. Sweat was starting to drip from Steve's hair with the effort of keeping up.

Just when he thought Peter was going to give up, he pulled his webbing taut and sling-shot himself forward, doing a backflip through the air before disappearing into the cluster of buildings ahead.

Steve stopped in shock, his chest heaving. He walked to the edge of the roof and searched the scene in front of him intently, watching for any sign of movement, but Peter had either stopped himself or was quicker than Steve gave him credit for.

"Damn it," he muttered.

Steve ran a hand through his hot, wet hair, unsure what to do now.

"Why are you following me?"

Steve had to fight the urge to turn around. If he did, the jig was up. His eyes flitted across the graveled ground, going over his options. He could jump, but there was only so much the Super Soldier Serum could do. If he ran, Peter would be able to keep up, especially with the added benefit of his webbing, if Peter didn't use it to stop him before even giving him the chance.

"Don't clam up now," Peter prodded. "You seemed pretty intent on catching me a minute ago. What happened?"

Steve's jaw tensed as he looked down at his watch. It wasn't what he wanted to do, but at this point, he wasn't sure he had a choice.

"It’s been you following me all week, hasn’t it?”

Steve still didn’t answer.

“I'm talking to you!" Peter yelled, irritation bleeding into his voice.

Steve tilted his head to the side, catching one last glance of Spider-Man, then unlocked the screen and pressed the side button. Green poured over his skin and his whole body started to vibrate from the inside out.

It was time to go home.

**Author's Note:**

> As with all of my fics, I would love to hear what you think! What you liked, what you disliked, if you have any opinions or predictions. I will happily take anything, praise or criticism. Lol Just try to keep it civil and respectful, not only for me, but for other commenters! Thank you guys for checking out the story and I hope you stick with me! I think it’ll be a fun ride.


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